11/15/21, 10:13 AM Gold79 Announces Private Placement Financing of up to $2,000,000

11/15/21, 10:13 AM Gold79 Announces Private Placement Financing of up to $2,000,000

https://www.newsfilecorp.com/release/103435 1/2

Gold79 Announces Private Placement

Financing of up to $2,000,000

Ottawa, Ontario--(Newsfile Corp. - November 15, 2021) - Gold79 Mines Ltd. (TSXV: AUU) (OTCQB: AUSVF) ("Gold79" or the

"Company") is pleased to announce the initiation of a non-brokered private placement to raise gross proceeds of up to

$2,000,000, comprising 33,333,333 units (each a "Unit"), at $0.06 per Unit (the "Oering"). Each Unit consists of one

common share of the Company and one-half of one common share purchase warrant (each whole warrant a "Warrant").

Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.10 per share for a period

of 36 months following the date of issuance. Any securities issued under the Oering would be subject to a statutory hold

period of four months and one day from the date of issuance. This Oering is subject to approval of the TSX Venture

Exchange ("TSX-V"). The anticipated closing date of the Oering is December 9, 2021.

The Oering will be conducted by the Company utilizing the Existing Security Holder Prospectus Exemption under OSC

Rule 45-501 Ontario Prospectus and Registration Exemptions and other equivalent provisions of applicable securities laws

in other jurisdictions in Canada (collectively, the "Existing Security Holder Exemptions") as well as the "accredited

investor" exemption under National Instrument 45-106 Prospectus and Registration Exemptions and also other

exemptions available to the Company.

The Company will make the Oering available to all shareholders of the Company as of November 15, 2021 (the "Record

Date") who are eligible to participate under the Existing Security Holder Exemptions and who have notified the Company

by no later than December 6, 2021 at 5:00 pm (Eastern) of their intention to participate in the Oering. The Existing

Security Holder Exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in

the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a

registered investment dealer or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify the number of common shares of the Company

held as of the record date and the total number of Units they wish to subscribe for. Each existing shareholder on the record

date will be entitled to purchase that number of Units equal to at least their pro rata share based on the common shares

owned on the record date, subject to a $4,500 minimum subscription. Any additional available Units will be allocated by

the Company based on subscriptions received and Units available. Orders will be processed by the Company on a first

come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the

Company if the Oering is over subscribed. Any person who becomes a shareholder of the Company aer the Record Date

shall not be entitled to participate in the Oering under the Existing Security Holders Exemptions.

The aggregate proceeds raised under the Oering will be used for exploration expenditures related to the Gold Chain,

Arizona project; and the Jeerson Canyon, Nevada project; and, for working capital and general corporate purposes.

It is anticipated that certain oicers and directors of the Company will participate in the Oering. Gold79 may pay

commissions to qualified finders in Canada in connection with the Oering. Any finder fees paid would be in accordance

with TSX-V policies. Red Cloud Securities Inc. is acting as a finder in connection with the Oering.

The oered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S.

Securities Act") and may not be oered or sold within the United States or to or for the account or benefit of U.S. persons,

except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does

not constitute an oer to sell, or the solicitation of an oer to buy, securities of the Company in the United States.

About Gold79 Mines Ltd.

11/15/21, 10:13 AM Gold79 Announces Private Placement Financing of up to $2,000,000

https://www.newsfilecorp.com/release/103435 2/2

Gold79 Mines Ltd. is a TSX Venture listed company focused on building ounces in the Southwest USA. Gold79 holds 100%

earn-in option to purchase agreements on three gold projects: the Jeerson Canyon Gold Project and the Tip Top Gold

Project both located in Nevada, USA, and, the Gold Chain Project located in Arizona, USA. In addition, Gold79 holds two

projects with minority interest being a 36.6% interest in the Greyhound Project, Nunavut, Canada under JV by Agnico

Eagle Mines Limited and a 20% carried interest in the Taviche Project in Oaxaca, Mexico now under option to Fortuna

Silver Mines Inc.

For further information regarding this press release contact: Derek Macpherson, President and Chief Executive Oicer by

email at [email protected] (mailto:[email protected]) or by phone at 416-294-6713. Gold79's website is located

at www.gold79mines.com.

FORWARD-LOOKING STATEMENTS:

This press release may contain forward looking statements that are made as of the date hereof and are based on current

expectations, forecasts and assumptions which involve risks and uncertainties associated with our business including the

proposed private placement or any future private placements, the uncertainty as to whether further exploration will result

in the target(s) being delineated as a mineral resource, capital expenditures, operating costs, mineral resources, recovery

rates, grades and prices, estimated goals, expansion and growth of the business and operations, plans and references to

the Company's future successes with its business and the economic environment in which the business operates. All such

statements are made pursuant to the 'safe harbour' provisions of, and are intended to be forward-looking statements

under, applicable Canadian securities legislation. Any statements contained herein that are statements of historical facts

may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make

assumptions and are subject to inherent risks and uncertainties. We caution readers of this news release not to place

undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to dier

materially from current expectations. Please refer to the risks set forth in the Company's most recent annual MD&A and

the Company's continuous disclosure documents that can be found on SEDAR at www.sedar.com. Gold79 does not intend,

and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a

result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR

FOR DISSEMINATION TO U.S NEWS WIRE SERVICES

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